Eastside Distilling Inc美股招股说明书(2025-01-14版)

545,406 Shares of Common stock On November 14, 2024, Eastside Distilling, Inc. (the “Company” or “Eastside”) closed a financing in which itreceived gross proceeds of $1,615,000 before deducting fees to the placement agent and other offering expensespayable by the Company (the “Private Placement”). In the Private Placement, the Company executed SecuritiesPurchase Agreements (the “Purchase Agreement”) with accredited investors (each, an “Investor” and together the“Investors”), under which each Investor received a Senior Secured Note (the “November Notes”) and Pre-FundedWarrants with an exercise price of $0.50 per share (the “Warrants”) to purchase a total of 363,602 shares of theCompany’s common stock, par value $0.001 per share (the “Common Stock”). Of the $0.50 exercise price of theWarrants, $0.499 was pre-funded and received by us at the closing of the Private Placement and is included in theabove gross proceeds. In this Prospectus, we refer to each Investor as a “Selling Stockholder” and collectively, the “Selling Stockholders”. We are obligated to register the Common Stock underlying the Warrants sold in the Private Placement pursuant to aregistration rights agreement by and between us and the Selling Stockholders dated November 14, 2025 (the“Registration Rights Agreement”) that we entered into with the Selling Stockholders on November 14, 2024.Pursuant to the Registration Rights Agreement we are required to register 150% of the number of shares of theCommon Stock issuable upon full exercise of the Warrants. This Prospectus relates to the offering and resale by the Selling Stockholders, of 545,406 shares of our CommonStock (the “Shares”), which is comprised of Shares that we are required to register pursuant to the RegistrationRights Agreement obligating us to register 150% of the maximum number of Shares issuable upon exercise of theWarrants in full at an exercise price of $0.50 per share (subject to adjustments as provided in the Warrants). For a detailed description of each of the transactions in which the Selling Stockholders obtained the Shares beingregistered in the Prospectus and the terms of such Shares, see “The Private Placement” on page 46 of thisProspectus. The Company is not selling any securities in this offering, and therefore will not receive any proceeds from the saleof the Shares by the Selling Stockholders, other than the nominal remaining proceeds from the exercise price of theWarrants. See “Use of Proceeds” on page 39 of this Prospectus. We have agreed to pay the expenses of the registration of the Common Stock offered and sold under the Prospectusby the Selling Stockholders. Each Selling Stockholder will pay any commissions or discounts applicable to theShares it sells. Our Common Stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “EAST.” On January 10,2025, the last reported sale price of our Common Stock on the Nasdaq was $0.0.8299 per share. Investing in our securities involves various risks. See “Risk Factors” beginning on page 5 of this Prospectusfor a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this Prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. The date of this Prospectus is January 14, 2025 Table of Contents PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSivPROSPECTUS SUMMARY1RISK FACTORS5USE OF PROCEEDS39DIVIDEND POLICY39DETERMINATION OF OFFERING PRICE39CAPITALIZATION39SELLING STOCKHOLDERS41THE MERGER44THE PRIVATE PLACEMENT46BUSINESS50MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS69MANAGEMENT79EXECUTIVE COMPENSATION83RELATED PARTY TRANSACTIONS86PRINCIPAL STOCKHOLDERS89PLAN OF DISTRIBUTION91MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS93DESCRIPTION OF SECURITIES93LEGAL MATTERS97EXPERTS97WHERE YOU CAN FIND MORE INFORMATION98INDEX TO FINANCIAL STATEMENTSF-1INCORPORATION OF CERTAIN INFORMATION BY REFERENCE99 You should rely only on information contained in this Prospectus. We have not authorized anyone to provideyou with information that is different from that contained in this Prospectus. The Selling Stockholders arenot offering to sell or seeking offers to buy securities in jurisdictions where offers and sales are not permitted.We are responsible for updating this Prospectus to ensure that all material information is included and willupdate this Prospectus to the extent required by law. Glossary For the convenience of investors, this glossary contains most of the defined words and terms we use in thisProspectus including technical terms and abbreviations for the many laws that we define later in this Prospectus.Certain words and terms like the Company and Beeline are not included in this Glossary. “APOR” means the averag